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Simon Cowell Speechless Over 'X Factor' 'Annie' Wannabe

Jordyn Foley tackles 'Tomorrow' dressed in Rainbow-Brite ensemble

We really had our work cut out for us during the last night of X Factor auditions, as the never-ending parade of freaks – oops, we mean, "memorable performers" – made it hard to pick just one to highlight. There was 540-pound, wheelchair-bound Freddie Combs and 13-year-old Trevor Moran, who went from being dehydrated to gyrating to LMFAO's "Sexy and I Know It" in zero to 60. But it was giggly glitter bomb Jordyn Foley who stole the show with her supersized persona and Rainbow Brite-inspired ensemble.

As soon as Simon Cowell saw her, he sighed "oh boy." Clearly pudgy-cheeked little girls rocking pigtails, knee-high socks and sparkly sneakers are his worst nightmare. "You're not gonna sing Annie, are you?" he fearfully asked. Jordyn's frozen smile said it all before the first notes of "Tomorrow" wafted through the air. Her voice was sharp and punchy, but she had charisma – and it was highly entertaining to watch how uncomfortable she made Simon. Just when it seemed like his torture would end, she'd belt out "Tomorrow! Tomorrow! I love ya, tomorrow!" once more, making him squirm in his seat. L.A.Reid reveled in the awkwardness: "I really enjoyed watching a song I know gives him excruciating pain." So, bootcamp it is, despite Simon voting no.

Now, back to Moran, who deserves his 15 seconds of fame, too. The pint-sized Jason Brock-in-training suffered a dramatic bout of dehydration caused by "over-excitement" before making a remarkably quick recovery (courtesy of "water and Gatorade") in order to take on the tongue-in-cheek LMFAO hit, complete with cringe-worthy "wiggleman" moves. "I'm not entirely sure that was age appropriate," quipped Simon before Trevor received four yeses.

Also making it to the next round was Combs, who dedicated "Wind Beneath My Wings" to his wife, who cared for him while he was 400 pounds heavier and bedridden. Despite still being morbidly obese, his "heavenly" voice gave him an E-ZPass to the next round. But not before grinning and bearing the judges' subtly condescending comments, like L.A. pointing out that his "yes" vote wasn't based on "sympathy" or Britney Spears calling Freddie "very shockingly amazing."

But probably the most viable contestant was Owen Stuart, a lovesick teen "doing it all for his baby," a long-distance girlfriend he kissed only once before moving halfway across the country. While his super-sappy sob story was grating, his Bieber-esque good looks, strong stage presence and vocal chops flagged him as a potential finalist.